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SDEV on NYSE

Stablecoin Development Corp

Stablecoin Development Corp is an American finance services company based in Emeryville, incorporated in Delaware.1 Its shares trade on NYSE under the symbol SDEV.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSDEV on NYSE1
  • IndustryFinance Services1
  • HeadquartersWest Palm Beach, Florida1
  • Incorporated inDE2
  • Business address222 Lakeview Ave, Suite 800, West Palm Beach, Fl 334012
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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We have undergone significant changes to our business and operations as a result of a series of completed transactions summarized below and discussed in further detail under the next section titled “Recent Developments” below. As a result of these transactions, we have significantly reduced our legacy pharmaceutical business operations and have adopted a new strategic direction as a business, shifting to a capital allocation strategy that focuses on acquiring digital assets that provide exposure to economic participation within open digital financial networks.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

66.3%Gross margin4
-75.4%Operating margin5
-73.8%Net margin5
-6.4%Revenue growth, 20244
-$7.5MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue34¢$3.3M
  • Research and development0¢$42.0K
  • Other costs66¢$6.4M

Out of $9.8M in revenue.45 The company lost money this year.

Financial statements

Revenue6784$9.8M in 2024+48% since 2019
0$5.0M$10.0M$15.0M2019: $6.6M$6.6M20192020: $9.9M$9.9M2020+51%2021: $10.2M$10.2M2021+3%2022: $14.4M$14.4M2022+41%2023: $10.5M$10.5M2023−27%2024: $9.8M$9.8M2024−6%
Gross profit6784$6.5M in 2024+33% since 2019
0$2.0M$4.0M$6.0M$8.0M2019: $4.9M$4.9M20192020: $6.0M$6.0M2020+23%2021: $6.5M$6.5M2021+9%2022: $7.8M$7.8M2022+19%2023: $6.1M$6.1M2023−22%2024: $6.5M$6.5M2024+7%
Operating income67845-$7.4M in 2024−21% since 2019
-$15.0M-$10.0M-$5.0M02019: -$9.4M-$9.4M20192020: -$6.4M-$6.4M2020−32%2021: -$8.9M-$8.9M2021+38%2022: -$14.4M-$14.4M2022+63%2023: -$4.1M-$4.1M2023−72%2024: -$7.4M-$7.4M2024+80%
Net income67845-$7.2M in 2024−25% since 2019
-$15.0M-$10.0M-$5.0M02019: -$9.7M-$9.7M20192020: -$11.0M-$11.0M2020+14%2021: -$5.8M-$5.8M2021−47%2022: -$10.6M-$10.6M2022+82%2023: -$9.6M-$9.6M2023−9%2024: -$7.2M-$7.2M2024−25%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
General and administrative$7.6M$7.4M
Impairment of long-lived assets$854.0K$0
Total operating expenses$8.4M$7.4M
Operating loss-$8.4M-$7.4M
Non-cash (loss) gain on changes in fair value of warrant liability-$509.9M$114.0K
Non-cash loss on fair value of warrant liability in excess of proceeds at issuance-$123.2M$0
Accretion of interest and amortization of discounts on convertible notes-$277.0K-$904.0K
Other expense, net-$20.0K-$581.0K
Net loss from continuing operations-$641.9M-$8.8M
Net income from discontinued operations, net of taxes$11.1M$1.5M
Net loss-$630.8M-$7.2M
Less: Increase to accumulated deficit due to adjustment to common stock warrant exercise price$0-$1.0M
Less: Increase to accumulated deficit due to adjustment to Preferred Stock conversion price$0-$380.0K
Net loss attributable to common stockholders-$630.8M-$8.6M
Basic (and diluted for net loss) (in shares)5.8M shares679.0K shares
Basic loss per share from continuing operations (in dollars per share)-$110-$15
Basic earnings per share from discontinued operations (in dollars per share)$2$2
Basic (loss) earnings per share attributable to common stockholders (in dollars per share)-$108.39-$12.68

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Corporate structure

Stablecoin Development Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Stablecoin Development Corp

  • Stablecoin Development Corp West Palm Beach, Florida

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Stablecoin Development Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$742.0K4 Dec 31, 2024$760.0K4 Dec 31, 2023−2.4%
Accumulated depreciation$689.0K4 Dec 31, 2024$673.0K4 Dec 31, 2023+2.4%
Property and equipment, net$53.0K4 Dec 31, 2024$87.0K4 Dec 31, 2023−39.1%
Operating-lease assets (leased space)$05 Dec 31, 2025$955.0K5 Dec 31, 2024−100.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.0M5 Dec 31, 2025$430.0K5 Dec 31, 2024+1750.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$765.0K4 Dec 31, 2024$501.0K4 Dec 31, 2023+52.7%
Finished goods$792.0K4 Dec 31, 2024$2.2M4 Dec 31, 2023−63.5%

Properties, in its own words

Our principal executive offices and administrative operations are located at 2000 Powell Street, Suite 1150, Emeryville, California. In total, we lease approximately 7,675 square feet of office space in the facility pursuant to the Lease expiring on July 31, 2027.

Item 2 of the 10-K filed Mar 19, 2026.3

Leadership

Who has led Stablecoin Development Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ramin Najafi2007–2015
  2. Mark M. Sieczkarek2016–2017
  3. John Joseph McGovern2018
  4. David E. Lazar2025
  5. Michael John Kazley2025–now

President

  1. Ramin Najafi2007
  2. Jeffrey Kunin2021–2022

Chief financial officer

  1. John James O'Reilly2007
  2. John Joseph McGovern2017–2018
  3. Jason Philip Raleigh2019
  4. Andrew D. Jones2020–2023
  5. Tommy Law2023–now

Chief operating officer

  1. Henry Blynn2026–now
2010201520202025
Board members and other officers (32)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • CEO AND GENERAL COUNSELJUSTIN HALL named Nov 17, 2021 to Jun 28, 202453
  • DirectorPAUL FREIMAN named Nov 17, 2021 to Jun 28, 202453

Former names

  • NovaBay Pharmaceuticals, Inc.Feb 14, 2007 to Mar 23, 20262

Timeline

  1. Oct 5, 20268-K Results of operations; Other events54
  2. Sep 29, 20268-K Other events55
  3. Sep 8, 20268-K Change to shareholders' rights; Executive or director change; Bylaws or fiscal year changed56
  4. Jul 31, 20268-K Results of operations; Regulation FD disclosure57
  5. Jul 17, 20268-K Executive or director change58
  6. Jun 17, 20268-K Entered a material agreement; Change to shareholders' rights59
  7. May 20, 20268-K Results of operations; Regulation FD disclosure60
  8. Apr 29, 20268-K Earlier financial statements no longer reliable61
  9. Apr 6, 20268-K Results of operations62
  10. Apr 1, 20268-K Executive or director change; Bylaws or fiscal year changed63
  11. Mar 23, 20268-K Results of operations; Regulation FD disclosure; Other events64
  12. Mar 12, 20268-K Bylaws or fiscal year changed; Shareholder vote65
  13. Oct 20, 2025New chief executive Michael John Kazley becomes CEO14
  14. Aug 26, 2025New chief executive David E. Lazar becomes CEO13
  15. Oct 11, 2018New chief executive John Joseph McGovern becomes CEO15
  16. Jun 8, 2016New chief executive Mark M. Sieczkarek becomes CEO16
  17. Oct 24, 2007New chief executive Ramin Najafi becomes CEO17

Calendar

Coming up

  1. Nov 6, 2026Reports results for the quarter ending Sep/202666

When it reported results

  1. Oct 5, 2026Reported quarterly or annual results54
  2. Jul 31, 2026Reported quarterly or annual results57
  3. May 20, 2026Reported quarterly or annual results60
  4. Apr 6, 2026Reported quarterly or annual results62
  5. Mar 23, 2026Reported quarterly or annual results64
  6. Oct 16, 2024Reported quarterly or annual results67
  7. Jul 11, 2024Reported quarterly or annual results68
  8. Mar 14, 2024Reported quarterly or annual results69

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

360 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 76 major events, 93 insider forms, 37 large holders, 8 private raises, 123 other. The latest 20:

  1. Oct 6, 2026S-3/A EDGAR
  2. Oct 5, 20268-K EDGAR
  3. Sep 29, 20268-K EDGAR
  4. Sep 28, 2026DEF 14A EDGAR
  5. Sep 16, 2026S-3/A EDGAR
  6. Sep 8, 20263 EDGAR
  7. Sep 8, 20268-K EDGAR
  8. Aug 21, 2026SCHEDULE 13D/A EDGAR
  9. Aug 17, 2026SCHEDULE 13G/A EDGAR
  10. Aug 11, 2026S-3 EDGAR
  11. Jul 31, 20268-K EDGAR
  12. Jul 30, 202610-Q EDGAR
  13. Jul 24, 2026SCHEDULE 13D/A EDGAR
  14. Jul 24, 2026SCHEDULE 13D/A EDGAR
  15. Jul 24, 20263 EDGAR
  16. Jul 22, 2026SCHEDULE 13D/A EDGAR
  17. Jul 17, 20268-K EDGAR
  18. Jun 17, 20264 EDGAR
  19. Jun 17, 20264 EDGAR
  20. Jun 17, 20264 EDGAR

The 360 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

62 open-market trades by officers, directors and large owners since October 2021: 51 buys and 11 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 15, 2026Kazley Michael JohnChief Executive OfficerSale24,720$1.09$26.9KForm 4
Jun 15, 2026Framework Ventures Management LLC10% ownerSale24,720$1.09$26.9KForm 4
Jun 15, 2026R01 Capital Manager LLC10% ownerSale24,720$1.09$26.9KForm 4
Apr 8, 2025FAKHRY JAD10% ownerBuy300$0.47$141Form 4
Apr 4, 2025FAKHRY JAD10% ownerBuy4,538$0.52$2.4KForm 4
Apr 3, 2025FAKHRY JAD10% ownerBuy22,976$0.56$12.9KForm 4
Apr 2, 2025FAKHRY JAD10% ownerBuy917$0.58$532Form 4
Apr 1, 2025POPLAR POINT CAPITAL PARTNERS LP10% ownerBuy19,915$0.59$11.8KForm 4
Mar 31, 2025POPLAR POINT CAPITAL PARTNERS LP10% ownerBuy21,654$0.59$12.8KForm 4
Mar 28, 2025POPLAR POINT CAPITAL PARTNERS LP10% ownerBuy49,400$0.61$30.1KForm 4
Mar 27, 2025POPLAR POINT CAPITAL PARTNERS LP10% ownerBuy19,104$0.62$11.8KForm 4
Mar 26, 2025POPLAR POINT CAPITAL PARTNERS LP10% ownerBuy13,292$0.61$8.1KForm 4
Mar 25, 2025FAKHRY JAD10% ownerBuy22,635$0.61$13.8KForm 4
Mar 24, 2025FAKHRY JAD10% ownerBuy100$0.61$61Form 4
Mar 21, 2025FAKHRY JAD10% ownerBuy6,372$0.61$3.9KForm 4
Mar 20, 2025FAKHRY JAD10% ownerBuy5,320$0.61$3.2KForm 4
Mar 19, 2025FAKHRY JAD10% ownerBuy1,500$0.60$900Form 4
Mar 18, 2025FAKHRY JAD10% ownerBuy14,000$0.63$8.8KForm 4
Mar 18, 2025POPLAR POINT CAPITAL GP LLC10% ownerBuy10,000$0.63$6.3KForm 4
Mar 14, 2025POPLAR POINT CAPITAL GP LLC10% ownerBuy25,511$0.63$16.1KForm 4

All 62 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Justin M. HallEsq.$271.6K$1.3M79
2025Tommy Law40$170.0K$436.8K79
2024Former ChiefExecutive Officer$350.0K$365.2K79
2024Chief Financial Officer$170.0K$220.2K79

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 16, 2026Raised $134 million in a private offering of securities Form D: 4 investors so far Form D
  2. Jun 14, 2024Raised $225,953 in a private offering of securities Form D: 5 investors so far Form D
  3. Mar 24, 2024Raised $665,000 in a private offering of debt Form D: 5 investors so far Form D
  4. Dec 21, 2023Raised $554,808 in a private offering of securities Form D: 5 investors so far Form D
  5. May 1, 2023Raised $3 million in a private offering of debt Form D: 5 investors so far Form D
  6. Sep 23, 2022Raised $3.2 million in a private offering of equity Form D: 4 investors so far Form D
  7. Sep 9, 2022Raised $2.1 million in a private offering of equity Form D: 9 investors so far Form D
  8. Nov 2, 2021Raised $15 million in a private offering of equity Form D: 7 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.424,695$445.9K0.0%+1,352
Vanguard Capital Management LLC326,988$343.3K0.0%+54,831
Geode Capital Management, LLC281,483$295.7K0.0%−8,786
Vanguard Fiduciary Trust Co131,840$138.4K0.0%+1,056
State Street Corp117,154$123.0K0.0%No change
Northern Trust Corp59,926$62.9K0.0%+6,250
Bank of New York Mellon Corp28,033$29.4K0.0%New
Renaissance Technologies LLC26,142$27.4K0.0%−56,653
State of Wyoming23,509$24.7K0.0%−789
Jane Street Group, LLC22,639$23.8K0.0%−98,465
Two Sigma Investments, LP12,396$13.0K0.0%−12,399
Vanguard Global Advisers, LLC11,414$12.0K0.0%No change
Tower Research Capital LLC (TRC)8,571$9.0K0.0%+6,423
SBI Securities Co., Ltd.406$4260.0%New
UBS Group AG205$2150.0%+202
Morgan Stanley3$30.0%No change
Nvwm, LLC1$10.0%No change
Caitong International Asset Management Co., Ltd1$10.0%New
Farther Finance Advisors, LLC1$10.0%New
Mosley Wealth Management1$10.0%New
Fmr LLC0$00.0%−3
Royal Bank Of Canada1$00.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Stablecoin Development Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARStablecoin Development Corp1
  • CIK0001389545
  • Employer ID (EIN)68-04545363
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address222 Lakeview Ave, Suite 800, West Palm Beach, FL 334011
  • Phone561-206-43451
  • Shares outstanding50,615,437 as of Jul 27, 202610
  • Public float$3.4M as of Jun 30, 20253
  • AuditorCBIZ CPAs P.C., Philadelphia, PA PCAOB ID 199; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceFeb 14, 20071
  • Filings1,328 in all: 4 (516), 8-K (224), 10-Q (57), 3 (52), 4/A (47), DEFA14A (37), UPLOAD (33), CORRESP (30)1
    All 50 form types

    DEF 14A (27), EFFECT (27), 424B5 (21), S-8 (20), SCHEDULE 13D/A (20), 10-K (19), SC 13G/A (19), D (18), PRE 14A (17), 424B3 (16), S-3 (14), S-1 (13), S-1/A (13), ARS (10), SC 13G (9), 10-K/A (7), CT ORDER (7), 8-K/A (6), S-3/A (6), SC 13D/A (5), SCHEDULE 13D (5), POS AM (3), S-8 POS (3), SC 13D (3), SCHEDULE 13G/A (3), 10-Q/A (2), 424B4 (2), FWP (2), SCHEDULE 13G (2), 3/A (1), 5 (1), 5/A (1), 8-A12B (1), CERTAMX (1), D/A (1), DEFM14A (1), NT 10-K (1), POS EX (1), PREM14A (1), PRER14A (1), REGDEX (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Mar 19, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Sep 28, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareNBYNYSE

From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Stablecoin Development Corp names in Item 1A of its 10-K filed Mar 19, 2026: 56 risks under these headings, as written.3

  • Risks Relating to Owning Our Common Stock
  • Risks Related to Our Blockchain-Based Strategy
  • We have adopted a blockchain-based asset strategy with a focus on SKY, and we may be unable to successfully implement this new strategy.
  • The Sky network (or Sky Protocol) involves significant risks that we are unable to control.
  • Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our SKY holdings and activities. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.
  • SKY’s status as an asset that may potentially be deemed to be offered and sold as a “security” in any relevant jurisdiction, as well as the status of SKY-related products and services that we may engage in, including staking and other protocol participation activities, is subject to regulatory uncertainty, and if the Company is unable to properly characterize such products or services, the Company may be subject to regulatory scrutiny, inquiries, investigations, fines and other penalties, which may adversely affect our business, operating results and financial condition.
  • Regulatory uncertainty surrounding blockchain-based assets within emerging financial infrastructure and network-based markets, including potential classification as securities and the risk of investment company status, could adversely affect our business, financial condition, and results of operations.
  • We face risks relating to the use of third-party trading platforms in connection with our SKY-focused strategy.
  • Our financial results and the market price of our common stock may be affected by the prices of the assets held by us, and evolving accounting standards may increase earnings volatility and reporting complexity.
  • A cyberattack or other malicious attack on the SKY Protocol could have a material impact on the value of SKY held by the Company.
  • We face risks relating to the custody of our SKY tokens, including the loss or destruction of private keys required to access our SKY tokens and cyberattacks or other data loss relating thereto.
  • Decentralized finance arrangements may expose us to risks of smart contract risk, operational failures and cybersecurity threats.
The other 46 risks
  • Our SKY strategy exposes us to risk of non-performance by counterparties.
  • Our ability to generate income from our blockchain-based asset holdings is subject to significant uncertainty, and revenue opportunities may not develop or may fail to perform as expected.
  • Political or economic crises may motivate large-scale sales of blockchain-based assets, which would result in a reduction in values and materially and adversely affect us.
  • Proof-of-stake blockchains are a relatively recent innovation, and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchains.
  • SKY can be subject to extreme price volatility, and declines in its value could materially and adversely affect our financial condition.
  • Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns.
  • The reliance on open-source code by blockchain-based asset networks exposes us to risks related to competitive networks and products built on such code, the failure of individuals to maintain that code, and discovery of security vulnerabilities that could threaten the ability of such networks to operate.
  • There are risks relating to USDS, the stablecoin underpinning the entire ecosystem. A material or prolonged de-pegging of USDS would lead to losses of our SKY holdings.
  • There are other risks associated with the acceptance of stablecoins as a payment method.
  • The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of SKY and adversely impact our business.
  • Stablecoins such as USDS face significant competitive and regulatory challenges that could undermine their success and, in turn, the value of SKY.
  • If interest rates rise or other opportunities in external DeFi protocol or traditional finance become more attractive, our digital asset strategy may underperform or become unsustainable.
  • The Company’s digital asset holdings will be less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for the Company.
  • Taxation of blockchain-based assets is complex and evolving.
  • Our blockchain-based asset strategy business model has multiple layers of corporate finance risks.
  • Our blockchain-based asset treasury strategy and any decision to hold blockchain-based assets may increase our exposure to market volatility and potential uninsured losses.
  • Our failure to securely store and manage our fiat currencies and blockchain-based assets could adversely affect our business, operating results and financial condition.
  • We may make, or otherwise be subject to, trade errors.
  • Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, digital asset trading venues experience greater risk of fraud, market manipulation and other deceptive marketing practices, as well as security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in digital asset trading venues and adversely affect the value of digital assets, and the Company’s financial position, operations and prospects.
  • The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.
  • The concentration of our blockchain-based asset holdings enhances the risks inherent in our treasury strategy.
  • Investors in our January 2026 Private Placement have certain consent rights that may influence our Digital Asset Strategy.
  • Risks Relating to Our Business
  • Our quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of our listed securities.
  • Fluctuations in Quarterly Operating Results.
  • Limited Ability to Adjust Expenses.
  • Significant disruptions of information technology systems or breaches of information security could adversely affect our businesses.
  • If we fail to fully comply with privacy and data protection laws and regulations, we could incur significant civil and criminal penalties and liabilities, suffer reputational damage, and adverse publicity.
  • Employee or agent misconduct, or our failure to comply with anti-bribery and other laws or regulations, could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.
  • If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.
  • Business disruptions, including interruptions, delays, or failures of our systems, third-party data center hosting facility, or other third-party services, as a result of geopolitical tensions, acts of terrorism, natural disasters, pandemics, and similar events, could materially adversely affect our operating results or result in a material weakness in our internal controls that could adversely affect the market price of our stock.
  • If we are unable to recruit or retain skilled personnel, or if we lose the services of our current leadership, our business, operating results, and financial condition could be materially adversely affected.
  • We may be unable to raise additional capital when needed or on acceptable terms, and future financings may be highly dilutive.
  • Auditor transitions and internal control remediation may result in delays, increased costs, or identification of material weaknesses.
  • As a result of the completion of the Avenova Asset Divestiture and the PhaseOne Divestiture, we no longer have a significant revenue generating wound care business.
  • We remain liable for claims, expenses and contingent liabilities that may arise related to our business operations prior to the completion of the Avenova Asset Divestiture and the PhaseOne Divestiture that could have a material adverse effect on our financial condition.
  • We may be subject to litigation, which is expensive and could divert our attention.
  • The price of our common stock may fluctuate substantially, which may result in losses to our stockholders.
  • Provisions of our charter, by-laws and Delaware law may have anti-takeover effects that could prevent a change in control even if the change in control would be beneficial to our stockholders.
  • Offers of new securities or availability for sale of a substantial number of shares of our common stock, including as a result of the exercise of outstanding warrants may cause the price of our publicly traded securities to decline.
  • Our common stock may trade at a discount to our net asset value, and investors could experience losses unrelated to the performance of our underlying blockchain-based asset holdings.
  • We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in de-listing of our common stock.
  • We may issue additional shares of our common stock, other series or classes of preferred stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Our stockholders may experience significant dilution as a result of the potential exercise of outstanding pre-funded warrants.
  • We do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.
  • Changes in our senior executive management team could adversely affect our ability to operate our business segments.

Legal proceedings

From time to time, the Company may be involved in various legal proceedings arising in the ordinary course of business. As of December 31, 2025, there were no matters that, in the opinion of management, would ultimately result in liability that would have a material adverse effect on the Company’s financial position, results of operations or cash flows. As of the date of this filing, there were no matters, except as set forth below, that, in the opinion of management, would ultimately result in liability that would have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Legal Proceedings and Threatened Legal Proceedings Related to the January 2026 Private Placement

In connection with the January 2026 Private Placement and following the filing of the definitive proxy statement filed with the SEC on February 10, 2026 (the “Definitive Proxy Statement”), the Company received a class action complaint on behalf of a purported Company stockholder (the “Stockholder Complaint”) alleging breach of fiduciary duty related to claimed deficiencies regarding the disclosures contained in the Definitive Proxy Statement. While the Company believes that the disclosures set forth in the Definitive Proxy Statement complied fully with all applicable law and denies the allegations in the Stockholder Complaint, in order to moot the purported stockholder’s disclosure claims, avoid nuisance and possible expense and disruption to the January 2026 Private Placement, and provide additional information to its stockholders, the Company voluntarily supplemented certain disclosures in the Definitive Proxy Statement on March 2, 2026. On March 17, 2026, the Company filed a motion to dismiss the Stockholder Complaint. The outcome of this matter is uncertain, and the Company cannot reasonably estimate the possible loss or range of loss, if any, at this time.

The opening of Item 3, Legal Proceedings.3

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